UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM 10-Q


                               QUARTERLY REPORT

       UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE QUARTER ENDED MARCH 31, 1999

                          COMMISSION FILE NO. 0-19564

                        FGIC SECURITIES PURCHASE, INC.
                            A DELAWARE CORPORATION
                  IRS EMPLOYER IDENTIFICATION NO. 13-3633082
                    115 BROADWAY, NEW YORK, NEW YORK 10006
                          TELEPHONE - (212) 312-3000

         Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months and (2) has been subject to such
filing requirements for the past 90 days.

                             Yes   X        No _____

                                                           SHARES OUTSTANDING
TITLE OF CLASS                                               AT MAY 14, 1999

Common Stock (voting), $10.00 par value                            10








Registrant meets the conditions set forth in general instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format.


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                               TABLE OF CONTENTS

                                                                       PAGE

PART I.  FINANCIAL INFORMATION

      Item 1.     Financial Statements

                  Balance Sheets                                          3
                  Statements of Operations                                4
                  Statements of Cash Flows                                5
                  Notes to Unaudited Interim Financial Statements       6 - 8


      Item 2.     Management's Discussion and Analysis of
                  Financial Condition and Results of

                  Operations                                              8

PART II. OTHER INFORMATION

      Item 1 - Item 6                                                     9

      Signatures                                                         10

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ITEM 1.        Financial Statements and Supplementary Data.

                        FGIC SECURITIES PURCHASE, INC.
              (A WHOLLY-OWNED SUBSIDIARY OF FGIC HOLDINGS, INC.)
                                BALANCE SHEETS

ASSETS                                    MARCH 31,                DECEMBER 31,
                                             1999                      1998
                                         (UNAUDITED)

Short-term investments                    $    127,691             $    126,285
Liquidity fees receivable                    1,050,680                1,117,220
Due from affiliates                         22,155,157               20,595,753
Deferred tax asset                           2,172,457                2,136,958
Other assets                                   353,109                  353,109
                                         -------------            -------------

    Total assets                          $25,859,094               $24,329,325
                                           ===========              ===========


LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
Deferred liquidity fee income              $   311,816              $   306,300
Commitment fees payable to GE Capital          201,179                  161,342
Accounts payable and accrued expenses          346,760                  346,760
Taxes payable                                6,669,579                6,061,034
                                            ----------               ----------
     Total liabilities                       7,529,334                6,875,436
                                            ==========               ==========

Stockholder's Equity:

Common stock, par value $10.00 per share;

  10 shares authorized, issued and 
  outstanding                                     100                       100
Additional paid in capital                    822,145                   822,145
Retained earnings                          17,507,515                16,631,644
                                           -----------              -----------

     Total stockholder's equity            18,329,760                17,453,889
                                           -----------              -----------

     Total liabilities and stockholder's 
       equity                             $25,859,094               $24,329,325
                                          ===========                ==========







            See accompanying notes to interim financial statements.

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                        FGIC SECURITIES PURCHASE, INC.
              (A WHOLLY-OWNED SUBSIDIARY OF FGIC HOLDINGS, INC.)
                           STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

                                                   FOR THE THREE MONTHS
                                                      ENDED MARCH 31,

                                                1999                     1998
                                                ----                     ----
Liquidity fee income                      $1,635,466                $1,770,167
Investment income                              1,406                         -
                                        ------------          ----------------
Total revenues                             1,636,872                 1,770,167

General and administrative expenses          187,954                   157,239
                                         -----------               -----------

Income before provision for  income 
   taxes                                   1,448,918                 1,612,928
                                          ----------                ----------

Provisions for income taxes
    Federal                                  471,623                   522,185
    State and local                          101,424                   120,970
                                         -----------                ----------

Total provisions for income taxes            573,047                   643,155
                                         -----------                ----------

Net income                                $  875,871                $  969,773
                                          ==========                ==========






            See accompanying notes to interim financial statements


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                        FGIC SECURITIES PURCHASE, INC.
              (A WHOLLY-OWNED SUBSIDIARY OF FGIC HOLDINGS, INC.)
                           STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

                                                  FOR THE THREE MONTHS ENDED
                                                             MARCH 31,
                                                 1999                   1998

OPERATING ACTIVITIES:

Net income                                    $875,871                $969,773
   Adjustments to reconcile net
   income to net cash provided by
   operating activities:

      Deferred income tax expense             (35,498)                (56,453)
      Change in taxes payable                 608,545                 699,609
      Change in due from affiliates        (1,559,405)             (1,660,370)
      Change in due to affiliates                   -                  68,549
      Change in liquidity fees receivable      66,540                 (16,294)
      Change in deferred liquidity fee 
        income                                  5,516                 (45,140)
      Change in accounts payable and 
        accrued expenses                            -                       1
      Change in commitment fees payable
        to GE Capital                          39,837                  40,325
                                             --------              ----------

     Cash provided by operating activities      1,406                       -
                                            ---------          --------------

 Net change in cash and cash equivalents        1,406                       -
                                            ---------          --------------

   Cash and cash equivalents at beginning
     of period                                126,285                 117,390
                                             --------               ---------

   Cash and cash equivalents at  end 
     of period                               $127,691                $117,390
                                             ========                ========







            See accompanying notes to interim financial statements.


                        FGIC SECURITIES PURCHASE, INC.
              (A WHOLLY-OWNED SUBSIDIARY OF FGIC HOLDINGS, INC.)
                     NOTES TO INTERIM FINANCIAL STATEMENTS
                                MARCH 31, 1999
                                  (UNAUDITED)

(1)      BUSINESS

         FGIC Securities Purchase, Inc. ("FGIC-SPI") is a wholly-owned
         subsidiary of FGIC Holdings, Inc. (the "Parent") which, in turn, is
         wholly-owned by General Electric Capital Corporation ("GE Capital").
         FGIC-SPI provides liquidity for certain floating rate municipal
         securities whereby FGIC-SPI will, under certain circumstances,
         purchase such securities in the event they are tendered by the
         holders thereof as permitted under the terms of the respective bond
         indentures. As of March 31, 1999, FGIC-SPI had approximately $2.6
         billion (par and interest) of potential obligations under such
         arrangements. In order to obtain funds to purchase the securities,
         FGIC-SPI has entered into standby loan agreements with GE Capital
         totaling $5.0 billion at March 31, 1999, under which GE Capital will
         be irrevocably obligated to lend funds as needed for FGIC-SPI to
         purchase the securities.

(2)      SIGNIFICANT ACCOUNTING POLICIES

         The interim financial statements of FGIC-SPI in this report reflect
         all normal recurring adjustments necessary, in the opinion of
         management, for a fair statement of (a) results of operations for
         three months ending March 31, 1999 and 1998, (b) the financial
         position at March 31, 1999 and December 31, 1998, and (c) cash flows
         for the three months ended March 31,1999 and 1998.

         These interim financial statements should be read in conjunction with
         the financial statements and related notes included in the 1998
         audited financial statements.

         Significant accounting policies are as follows:

         CASH AND CASH EQUIVALENTS

         Cash and cash equivalents are carried at cost, which approximates
         fair value. For purposes of the statement of cash flows, FGIC-SPI
         considers all highly liquid investments with original maturities of
         three months or less to be cash equivalents.

         REVENUE RECOGNITION

         Fees are paid up-front and in installments. Up-front fees are earned
         on a straight-line basis over the life of the liquidity commitment,
         and installment fees are earned straight-line over the installment
         period.


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         FAIR VALUES OF FINANCIAL INSTRUMENTS

         The carrying amounts of FGIC-SPI's financial instruments, relating
         primarily to short term investments and liquidity fees, approximate
         their fair values.

         SEC REGISTRATION FEES

         SEC registration fees are reimbursable to FGIC-SPI, as a separate
         item at the closing, by issuers, as transactions are consummated.
         Such fees are deferred when paid, and netted against the related
         reimbursement as transactions are consummated. Management evaluates
         the recoverability of such deferred fees at each reporting date.

         EXPENSES

         Direct expenses incurred by the Parent are fully allocated to
         FGIC-SPI on a specific identification basis. Employee related
         expenses are allocated by affiliates to FGIC-SPI based on the
         percentage of time such employees devote to the activities of
         FGIC-SPI. Management believes that such allocation method is
         reasonable. Management believes that such expenses, as reported in
         the statement of income, would not differ materially from what
         expenses would have been on a stand-alone basis.

         COMMITMENT FEES

         The commitment fees are accrued on the outstanding liquidity
facilities (see Note 4).

         RESERVE FOR LOSSES

         It is management's policy to establish a reserve for losses based
         upon its estimate of the ultimate aggregate losses relative to its
         obligations under the liquidity facility arrangements written.

         At March 31, 1999, management does not anticipate any losses relative
to such arrangements.

         INCOME TAXES

         Deferred tax assets and liabilities are recognized for the future tax
         consequences attributable to differences between the financial
         statement carrying amounts of existing assets and liabilities and
         their respective tax bases, on a stand alone basis, as provided in
         SFAs No. 109, "Accounting for Income Taxes". These temporary
         differences relate principally to accrued state taxes not settled
         with GE Capital. Deferred tax assets and liabilities are measured
         using enacted tax rates expected to apply to taxable income in the
         years in which those temporary differences are expected to be
         recovered or settled. The effect on deferred tax assets and
         liabilities of a change in tax rates is recognized in income in the
         period that includes the enactment date.

(3)      INCOME TAXES

         Under an intercompany tax-sharing agreement with its parent, FGIC-SPI
         is included in the consolidated Federal income tax returns filed by
         GE Capital. FGIC-SPI provides for taxes as if it filed a separate tax
         return in accordance with SFAS No. 109.


<PAGE>


   (4)         CAPITAL CONTRIBUTION

               In May of 1998, GE Capital waived all Stand-by loan commitment
               fees previously accrued through December 31, 1997. Total fees
               amounted to $822,145. Such fees were originally recorded as
               general and administrative expenses (years 1994 through 1997).
               The total waived fees have been recorded as additional paid-in
               capital. No further waiving of fees is anticipated in future
               periods.

ITEM 2.        Management's Discussion and Analysis of Financial Condition and
               Results of Operations.

               Liquidity fees are received up-front at the inception of the
               contract and in installments over the life of the contract.
               Up-front fees are earned on a straight-line basis over the life
               of the liquidity commitment, and installment fees are earned
               straight-line over the installment period. For the three months
               ended March 31, 1999, FGIC-SPI earned liquidity fees of
               $1,635,466 compared to $1,770,167 for the three months ended
               1998. The decrease in earnings is primarily due to a reduction
               in the outstanding liquidity facility and the renewal of
               existing deals at lower basis points. FGIC-SPI incurred
               $187,954 and $157,239 of general and administrative expenses
               for the three months ended March 31, 1999 and 1998,
               respectively. The expenses incurred primarily include fees
               associated with establishing the liquidity facilities.

               In May of 1998, GE Capital waived all Stand-by loan commitment
               fees previously accrued through December 31, 1997. Total fees
               amounted to $822,145. Such fees were originally recorded as
               general and administrative expenses (years 1994 through 1997).
               The total waived fees have been recorded as additional paid-in
               capital. No further waiving of fees is anticipated in future
               periods.

               YEAR 2000 READINESS DISCLOSURE

               The inability of business processes to continue to function
               correctly after the beginning of the Year 2000 could have
               serious adverse effects on companies and entities throughout
               the world. FGIC recognizes the seriousness of the Year 2000
               issue and has developed an action plan to mitigate Year 2000
               issues in their information systems, products, facilities and
               suppliers. The action plan has been reviewed by senior
               management at the Company and GE Capital Services internal
               audit staff. Our progress is closely monitored by GE Capital's
               Year 2000 Program Management Office.

                The action plan is divided into four phases: (1)
                define/measure - identify and inventory possible sources of
                Year 2000 issues; (2) analyze determine the nature and extent
                of Year 2000 issues and develop project plans to address those
                issues; (3) improve - execute project plans and perform a
                majority of the testing; and (4) control - complete testing,
                continue monitoring readiness and complete necessary
                contingency plans.

                The action plan includes solutions which are appropriate to
                the specific situations. Some systems have been upgraded to
                new systems (or to new releases of existing systems) which are
                Year 2000 ready. Remediation of FGIC's applications is
                complete. Year 2000 system testing is currently in progress;
                we expect to be completed mid-1999. The cost of addressing
                such matters will not have a material impact on the business,
                operations, or financial condition of the Company.

                Business operations are also dependent on the Year 2000
                readiness of infrastructure suppliers in areas such as
                utilities, communications, transportation and other services.
                The likelihood and effects of failures in infrastructure
                systems and in the supply chain cannot be estimated. However,
                with respect to operations under its direct control,
                management does not expect, in view of its Year 2000 action
                plan, that occurrences of Year 2000 failures will have a
                material adverse effect on the financial position, results of
                operations or liquidity.

                We are in the process of updating our Business Contingency and
                Disaster Recovery Plans, as appropriate. We expect these plans
                to be completed and tested by mid-1999.



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                          PART II - OTHER INFORMATION

Item 1.       Legal Proceedings

              FGIC-SPI is not involved in any pending legal proceedings.

Item 2.       Changes in Securities

              None.

Item 3.       Defaults on Senior Securities

              None.

Item 4.       Submission of Matters to a Vote of Security Holders

              None.

Item 5.       Other Information

              None.

Item 6.       Exhibits and Reports on Form 8-K

              a)    Exhibits

                    None.

              b)    Reports on Form 8-K

                    None.


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                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   FGIC SECURITIES PURCHASE, INC.
                                            (Registrant)

Date:  May 11, 1999                           /S/  ______________________
                                                   Ann C. Stern
                                                   President (principal
                                                   executive officer)

Date:  May 11, 1999                          /S/   _____________________
                                                   Rick J. Filippelli
                                                   Treasurer (principal
                                                   financial and
                                                   accounting officer)